(9)AR 042109 AGRMT Clinical Laboratory of San Bernardino, Inc.

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Agreement term. Laboratory shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Laboratory. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Laboratory or under its supervision. Laboratory will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Laboratory on an independent contractor basis and not as an employee. Laboratory retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Laboratory shall also not be employees of City and shall at all times be under Laboratory's exclusive direction and control. Laboratory shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Laboratory shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Laboratory shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Laboratory represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Laboratory's conformance with the Schedule, City shall respond to Laboratory's submittals in a timely manner. Upon request of City, Laboratory shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Laboratory shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Laboratory has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Laboratory may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Laboratory cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Laboratory at the request of the City. The key personnel for performance of this Agreement are as follows: Bob Glaubig, Laboratory Director; Stu Slyles, Client Services Manager; and Sunday Falowo, Quality Control Manager. 3.2.5 Ci _ 's Representative. The City hereby designates Eric R. Fraser, Director of Water & Wastewater Operations, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Laboratory shall not accept direction or orders from any person other than the City's Representative or his or her designee. RVPUB\NGS\529334 2 (BBK revised July 2, 2001)